Charter-Kontron Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—9

1. General Information

Charter-Kontron Limited is a private company, limited by shares, incorporated in England & Wales, registered number 03698371 . The registered office is Scorpio House Linford Wood Business Park, Rockingham Drive, Milton Keynes, England, MK14 6LY.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

2.2. Going Concern Disclosure

The Company showed a loss during the current year. The main trading was still subdued due to Covid restrictions and continued general halt on spending by health authorities.

The Company believes it will increase sales once health authority spending revert to normal patterns based on this the directors consider that the Company has a reasonable chance of recovering to ongoing profitability in the near future. During the past few years, the Covid 19 Pandemic hit the country and the effect on the NHS has been to reduce spending. These reductions are more likely to be deferred rather than cut back. The parent company does not intend requiring repayment of the intercompany balances, other than as cashflow permits for at least the next 12 months, which will assist with liquidity.

The Company received the distribution rights for another innovative product from its Parent company. Start of shipments of this product are expected in 2026. The Company believes that this product will have a material positive effect on its sales and profitability.

On this basis, the directors consider that the Company will be able to rely upon the above support from shareholders and may also have access to government support by access to finance for at least the next 12 months, to be able to meet all its known commitments as they fall due.

Therefore the directors consider that the going concern basis is appropriate in respect of the financial statements for the year ended 31 December 2025.

2.3. Significant judgements and estimations

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

2.4. Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

...CONTINUED

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Charter-Kontron Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.4. Turnover - continued

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably;and
the costs incurred and the costs to complete the contract can be measured reliably.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant & Machinery	25% Reducing balance basis
Fixtures & Fittings	25% Reducing balance basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

2.6. Leasing and Hire Purchase Contracts

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

The Company has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 January 2016 to continue to be charged over the period to the first market rent review rather than the term of the lease.

2.7. Stocks and Work in Progress

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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Charter-Kontron Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.8. Financial Instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

2.9. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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Charter-Kontron Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.10. Pensions

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered fund.

2.11. Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

2.12. Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.13. Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 3 (2024: 3)

4. Tangible Assets

	Plant & Machinery	Fixtures & Fittings	Total
	£	£	£
Cost
As at 1 January 2025	17,122	5,070	22,192
Disposals	(17,122 )	-	(17,122 )

As at 31 December 2025	-	5,070	5,070

Depreciation
As at 1 January 2025	17,119	4,804	21,923
Provided during the period	-	66	66
Disposals	(17,119 )	-	(17,119 )

As at 31 December 2025	-	4,870	4,870

Net Book Value
As at 31 December 2025	-	200	200

As at 1 January 2025	3	266	269

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Charter-Kontron Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

5. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	25,683	8,687
Amounts owed by group undertakings	41,108	74,842
Other debtors	16,006	18,552

	82,797	102,081

6. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	1,646	7,787
Amounts owed to group undertakings	1,597,381	2,205,059
Other creditors	4,000	8,669
Taxation and social security	3,113	4,604

	1,606,140	2,226,119

7. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Amounts owed to group undertakings	645,778	-

The amounts due after more than one year is a loan due to Mennen Medical Limited arising out of reassignments of trade creditors the parent undertaking. The loan bears no interest and is repayable on demand within 30 days from a request for repayment. Mennen Medical Limited does not have a right to request the redemption prior to July 1, 2030.

8. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	415,002	415,002

9. Pension Commitments

Defined contributions have been made to certain employees' pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £1,789 (2024: £2,233). Contributions totaling £nil (2024: £nil) were payable to the fund at the balance sheet date and are included in creditors.

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Charter-Kontron Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

10. Reserves

	Other reserves	Profit and Loss Account
	£	£
As at 1 January 2025	-	(2,429,695 )
Loss for the year and total comprehensive income	-	(218,939 )

Loan Restructuring Reserve	158,314	-
Transfer to/from Other Reserves	-	15,750

As at 31 December 2025	158,314	(2,632,884 )

Other reserves

The company has interest free loans from the parent company which has been measured at amortised cost at the market interest rate. The differences are recognised in the Other Reserves.

Profit & loss account

The profit and loss accounts are accumulated over the year and are recorded at historic cost.

11. Related Party Transactions

Transactions with related parties

During the year the company entered into the following transactions with related parties:

Name of related party	Nature of relationship
Mennen Medical Ltd.	Parent Undertaking

Name of related party	Description of transaction	Income		Expenses
		2025	2024	2025	2024
		£	£	£	£
Mennen Medical Ltd.	Sales/Purchases	1,266	710	131,889	188,837

...CONTINUED

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Charter-Kontron Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

11. Related Party Transactions - continued

Balances with related parties

The following amounts were outstanding at the reporting end date:

Name of related party	Amounts owed by related parties		Amounts owed to related parties
	2025	2024	2025	2024
	£	£	£	£
Mennen Medical Ltd.	41,108	74,842	110,428	796,491

Mennen Medical Limited

Parent Undertaking

Capital Note and trade creditors reassigned

Other information

In addition to the amounts due to Mennen Medical Limited directly, there was a reassignment of two old trade creditors to another subsidiary of Mennen Medical Limited which is now considered a liability to Mennen Medical Limited.

A balance was transferred in 2011 the GBP equivalent was £1,060,895 (2024 - £1,008,855) and a further reassignment was made in 2015, the GBP equivalent was £426,058 (2024 - £399,713). These two amounts and the direct creditor of £110,428 are included in the amounts due to group undertakings included in creditors.

In 2025 a creditor of Charter-Kontron Limited to Mennen Medical Limited was converted to a 5 Year capital note, denominated in NIS and with nil interest. The amount due as of 31 December 2025 in monetary terms was £804,092 which has been accounted for as a financial instrument at an effective interest rate of 5%. The amount included in the financial statements as at 31 December 2025 was £645,778.

12. Ultimate Parent Undertaking and Controlling Party

The Company's immediate parent undertaking was Mennen Medical Ltd, a company incorporated in Israel, the ultimate parent undertaking, Ardex Investments Ltd is incorporated in Israel. The accounts for these group entities may be obtained from PO Box 102, Rehovot, 7610002, Israel.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		200		269

			200		269
CURRENT ASSETS
Stocks		48,101		79,225
Debtors	5	82,797		102,081
Cash at bank and in hand		61,252		29,851

		192,150		211,157
Creditors: Amounts Falling Due Within One Year	6	(1,606,140 )		(2,226,119 )

NET CURRENT ASSETS (LIABILITIES)			(1,413,990 )		(2,014,962 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(1,413,790 )		(2,014,693 )

Creditors: Amounts Falling Due After More Than One Year	7		(645,778 )		-

NET LIABILITIES			(2,059,568 )		(2,014,693 )

CAPITAL AND RESERVES
Called up share capital	8		415,002		415,002
Other reserves			158,314		-
Profit and Loss Account			(2,632,884 )		(2,429,695 )

SHAREHOLDERS' FUNDS			(2,059,568)		(2,014,693)